Common use of Purchased Assets Clause in Contracts

Purchased Assets. Subject to the terms and conditions set forth in this Agreement, Seller agrees to sell to Buyer and Buyer agrees to purchase from Seller the following assets (the “Assets”) on the Closing Date free and clear of all liens and encumbrances: (a) All equipment, tools, furniture, and fixtures listed on attached Schedule 1.01(a), together with any replacements or additions to the equipment made before the Closing; (b) All inventories of supplies, raw materials, parts, works in progress, and finished goods owned by Seller, together with any replacements or additions to the inventories made before the Closing, including without limitation those items listed on Schedule 1.01(b) but excluding inventory disposed of in the ordinary course of Seller’s business; (c) Leasehold interests and leasehold improvements installed by Seller on the premises located at 200 Xxx Xxxx, Xxxxx 000, XxXxxxxxxxx, XX 00000; (d) All of Seller’s rights under purchase orders, including those entered into in the ordinary course of business before the Closing; (e) Seller’s goodwill; (f) All patents, trademarks, trade names, copyrights, service marks, and domain names of Seller, all registrations for them, all applications pending for them, and all other proprietary rights and intangible property of Seller, including trade secrets, inventions, technology, software, operating systems, customer lists, customer relationships, customer agreements, customer understandings, drawings, blueprints, know-how, formulae, slogans, processes, and operating rights and all other similar items and all such items acquired by Seller or coming into existence on or before the Closing Date, including without limitation the Intellectual Property relating to the products listed on Schedule 1.01(f); (g) To the extent transferable, all approvals, authorizations, consents, licenses, permits, franchises, tariffs, orders, and other registrations of any federal, state, or local court or other governmental department, commission, board, bureau, agency, or instrumentality held by Seller and required or appropriate for the conduct of the business of Seller, including without limitation all such items granted or received on or before the Closing Date; and (h) All choses in action, causes of action, rights of recovery and setoff, warranty rights, and other similar rights of Seller relating to the Assets, including without limitation all such items arising or acquired on or before the Closing Date.

Purchased Assets. Subject to Upon the terms execution of this Agreement and conditions set forth in this Agreementeffective as of 12:01 a.m. on the Closing Date (the "Time of Closing"), the Seller agrees to sell sell, transfer, assign and deliver to Buyer the Purchaser, free and Buyer agrees clear of all liens, claims and encumbrances (except those which the Purchaser has expressly agreed to purchase from Seller assume in Section 1.3(c) hereof) the following assets (the “"Purchased Assets”) on the Closing Date free and clear of all liens and encumbrances:"): (a) All the machinery, equipment, tools, furniture, vehicles and fixtures listed other operating assets owned by the Seller identified on attached Schedule 1.01(a1.1 (a) to this Agreement (the "Operating Assets"), together with any replacements or additions to the equipment made before the Closing; (b) All inventories of suppliesthe Seller's right, raw materials, parts, works in progress, title and finished goods owned by Seller, together with any replacements or additions interest (to the inventories made before extent assignable and transferable) in the Closingcustomer accounts, including without limitation customer accounts contracts, service agreements, purchase orders and other rights to provide services to the customers of Seller (collectively the "Customer Accounts"), other than those items listed customer accounts, rights, or contracts identified on Schedule 1.01(b) but excluding inventory disposed of in the ordinary course of Seller’s business1.2 to this Agreement; (c) Leasehold interests operating data (in both hard copy and leasehold improvements installed by Seller on computer format if available) relevant to the premises located at 200 Xxx XxxxCustomer Accounts, Xxxxx 000including credit and accounting records for the preceding twelve month period, XxXxxxxxxxxcustomer contacts, XX 00000phone numbers and addresses, to the extent available (the "Operating Data"); (d) All of the Seller’s rights under purchase orders's files, including those entered into in correspondence, records, and related proprietary information and other property that is necessary, helpful or related to providing the ordinary course of business before services related to the ClosingBusiness; (e) the Seller’s goodwill's intellectual property (including, but not limited to, the name "R.G.M. Liquid Waste Removal"), goodwill associated therewith, licenses and sublicenses granted and obtained with respect thereto; (f) All patents, trademarks, trade names, copyrights, service marks, and domain names of Seller, all registrations for them, all applications pending for them, and all other proprietary rights and intangible property of Seller, including trade secrets, inventions, technology, software, operating systems, customer lists, customer relationships, customer agreements, customer understandings, drawings, blueprints, know-how, formulae, slogans, processes, and operating rights and all other similar items and all such items acquired by Seller or coming into existence on or before the Closing Date, including without limitation the Intellectual Property relating to the products listed on Schedule 1.01(fextent transferable, franchises, approvals, permits, licenses (including radio transmitter licenses), registrations, certificates, variances and similar rights obtained from any government or agency thereof; (g) To the extent transferableSeller's servicemarks, all approvals, authorizations, consents, licenses, permits, franchises, tariffs, orders, trademarks and other registrations of any federal, state, or local court or other governmental department, commission, board, bureau, agency, or instrumentality held by Seller and required or appropriate for the conduct of the business of Seller, including without limitation all such items granted or received on or before the Closing Datelogos; and (h) All choses telephone numbers and yellow page advertisings used in action, causes of action, rights of recovery and setoff, warranty rights, and other similar rights of Seller relating to the Assets, including without limitation all such items arising or acquired on or before the Closing DateBusiness.

Purchased Assets. Subject to the terms and conditions set forth of this Agreement, and based upon the representations and warranties contained in this Agreement, at the Closing, Seller agrees shall sell and convey to sell to Buyer and Buyer agrees to purchase from Seller the following assets (the “Assets”) on the Closing Date Purchaser, free and clear of all liens Encumbrances (other than Permitted Encumbrances), and encumbrancesPurchaser shall purchase from Seller, all of Seller's right, title and interest in and to the assets, properties and rights of every kind and description, real, personal and mixed, tangible and intangible, wherever situated which are used or useful in the conduct of Seller's business (the "PURCHASED ASSETS"), including, without limitation, the following: (a) All 2.1.1 all machinery, equipment, toolsleasehold improvements, furnituretrucks, automobiles, supplies, materials, office furniture and office equipment, computing and telecommunications equipment and other items of personal property that are owned or leased by Seller and used in connection with Seller's business, wherever located; 2.1.2 all of the leases and agreements identified in SCHEDULE 2.1.2 hereto; 2.1.3 all customer lists, sales data, catalogs, brochures, suppliers, names, mailing lists, art work, photographs and advertising material that relate to Seller's business, whether in electronic form or otherwise; 2.1.4 all governmental permits, licenses, registrations, orders and approvals relating to Seller's business, including those listed in SCHEDULE 2.1.4 hereto, to the extent such permits, licenses, registrations, orders and approvals are transferable to Purchaser; 2.1.5 all trade secrets, secret processes and procedures, engineering, production, assembly, design, installation, other technical drawings and specifications, working notes and memos, market studies, consultants' reports, technical and laboratory data, competitive samples, engineering prototypes, and fixtures listed on attached Schedule 1.01(a)all similar property of any nature, together with any replacements tangible or additions intangible, of Seller relating to the equipment made before the Closing; (b) All inventories of supplies, raw materials, parts, works in progress, and finished goods owned by Seller, together with any replacements or additions to the inventories made before the Closing, including without limitation those items listed on Schedule 1.01(b) but excluding inventory disposed of in the ordinary course of Seller’s its business; (c) Leasehold interests and leasehold improvements installed by Seller on the premises located at 200 Xxx Xxxx, Xxxxx 000, XxXxxxxxxxx, XX 00000; (d) All of Seller’s rights under purchase orders, including those entered into in the ordinary course of business before the Closing; (e) Seller’s goodwill; (f) All 2.1.6 all patents, trademarks, trademark registrations, trade names, copyrights, service marks, copyrights and domain names of Sellercopyright registrations including, all registrations for themwithout limitation, all applications pending for them, and those described in SCHEDULE 2.1.6; 2.1.7 all other proprietary rights and intangible property records of Seller, including trade secretsproperty records and copies of personnel records of Employees who become employees of Purchaser; 2.1.8 all right, inventions, technology, software, operating systems, customer lists, customer relationships, customer agreements, customer understandings, drawings, blueprints, know-how, formulae, slogans, processes, title and operating rights interest of Seller in and to the goodwill incident to its business; 2.1.9 all other similar items and Closing Inventory; 2.1.10 all such items acquired by Seller or coming into existence Accounts Receivable existing on or before the Closing Date, including without limitation the Intellectual Property relating to the products listed on Schedule 1.01(f); (g) To the extent transferable2.1.11 all deposits and prepaid expenses, all approvals, authorizations, consents, licenses, permits, franchises, tariffs, orders, claims for refunds and other registrations of any federal, staterights to offset of, or local court or other governmental department, commission, board, bureau, agency, or instrumentality held by Seller and required or appropriate for the conduct of the benefit of, Seller's business of Seller, including without limitation all such items granted or received on or before the Closing Date; 2.1.12 any insurance policies maintained by Seller with respect to its business; 2.1.13 All accounts receivable from Affiliates of Seller existing on the Closing Date; 2.1.14 cash and cash equivalents on hand or in bank accounts and all short-term investments; 2.1.15 assets constituting any pension or other funds for the benefit of Employees; 2.1.16 all computer applications software, owned or licensed, whether for general business usage (e.g., accounting, word processing, graphics, spreadsheet analysis, etc.) or specific, unique-to-the-business usage (e.g., order processing, manufacturing, process control, shipping, etc.) and all computer operating, security or programming software, owned or licensed by Seller; and 2.1.17 all other assets (h) All choses in action, including all causes of action, rights of recovery action, contract rights and setoffwarranty and product liability claims against third parties, warranty rightsall telephone numbers, telecopier numbers, websites, domain EXECUTION COPY names, and other similar rights of Seller email addresses) relating to the Purchased Assets or Seller's business, regardless of whether any value is ascribed thereto in Seller's financial statements. Notwithstanding the foregoing provisions of this Section 2.1, the transfer of the Purchased Assets pursuant to this Agreement shall not include the assumption of any liability or obligation related to the Purchased Assets, including without limitation all unless such items arising liability or acquired on or before obligation is expressly included in the Closing DateAssumed Liabilities.

Purchased Assets. Subject to Upon the terms execution of this Agreement and conditions set forth in this Agreementeffective as of 12:01 a.m. on the Closing Date (the "Time of Closing"), the Seller agrees to sell sell, transfer, assign and deliver to Buyer the Purchaser, free and Buyer agrees clear of all liens, claims and encumbrances (except those which the Purchaser has expressly agreed to purchase from Seller assume in Section 1.3(c) hereof) the following assets (the “"Purchased Assets”) on the Closing Date free and clear of all liens and encumbrances:"): (a) All the machinery, equipment, tools, furniture, vehicles and fixtures listed other operating assets owned by the Seller identified on attached Schedule 1.01(a1.1 (a) to this Agreement (the "Operating Assets"), together with any replacements or additions to the equipment made before the Closing; (b) All inventories of suppliesthe Seller's right, raw materials, parts, works in progress, title and finished goods owned by Seller, together with any replacements or additions interest (to the inventories made before extent assignable and transferable) in the Closingcustomer accounts, including without limitation customer accounts contracts, service agreements, purchase orders and other rights to provide services to the customers of Seller (collectively the "Customer Accounts"), other than those items listed customer accounts, rights, or contracts identified on Schedule 1.01(b) but excluding inventory disposed of in the ordinary course of Seller’s business1.2 to this Agreement; (c) Leasehold interests operating data (in both hard copy and leasehold improvements installed by Seller on computer format if available) relevant to the premises located at 200 Xxx XxxxCustomer Accounts, Xxxxx 000including credit and accounting records for the preceding twelve month period, XxXxxxxxxxxcustomer contacts, XX 00000phone numbers and addresses, to the extent available (the "Operating Data"); (d) All of the Seller’s rights under purchase orders's files, including those entered into in correspondence, records, and related proprietary information and other property that is necessary, helpful or related to providing the ordinary course of business before services related to the ClosingBusiness; (e) the Seller’s goodwill's intellectual property (including, but not limited to, the name "R.G.M. Liquid Waste Removal"), goodwill associated therewith, licenses and sublicenses granted and obtained with respect thereto; (f) All patents, trademarks, trade names, copyrights, service marks, and domain names of Seller, all registrations for them, all applications pending for them, and all other proprietary rights and intangible property of Seller, including trade secrets, inventions, technology, software, operating systems, customer lists, customer relationships, customer agreements, customer understandings, drawings, blueprints, know-how, formulae, slogans, processes, and operating rights and all other similar items and all such items acquired by Seller or coming into existence on or before the Closing Date, including without limitation the Intellectual Property relating to the products listed on Schedule 1.01(fextent transferable, franchises, approvals, permits, licenses (including radio transmitter licenses);, registrations, certificates, variances and similar rights obtained from any government or agency thereof, (g) To the extent transferableSeller's servicemarks, all approvals, authorizations, consents, licenses, permits, franchises, tariffs, orders, trademarks and other registrations of any federal, state, or local court or other governmental department, commission, board, bureau, agency, or instrumentality held by Seller and required or appropriate for the conduct of the business of Seller, including without limitation all such items granted or received on or before the Closing Datelogos; and (h) All choses telephone numbers and yellow page advertisings used in action, causes of action, rights of recovery and setoff, warranty rights, and other similar rights of Seller relating to the Assets, including without limitation all such items arising or acquired on or before the Closing DateBusiness.

Purchased Assets. Subject to the terms and conditions set forth in of this Agreement, as of Closing (as defined in SECTION 2.1 hereof), Seller agrees to sell sell, convey, transfer and deliver to Buyer Buyer, and Buyer agrees to purchase from Seller purchase, all of the assets owned or used exclusively in connection with the operation of the Business, which assets shall include, without limitation, the following assets (the “"Assets”) on the Closing Date free and clear of all liens and encumbrances:"): (a) All equipmentall tangible personal property, toolsincluding, furniturebut not limited to, all computer hardware, equipment and fixtures listed on attached Schedule 1.01(asupplies, necessary for or used exclusively in the operation and support of the Business as of the Closing Date (as defined in SECTION 2.1), together with any replacements or additions to including, without limitation, those items more specifically described on SCHEDULE 1.1 (a) (collectively, the equipment made before the Closing"Equipment"); (b) All inventories of suppliesall computer software (including object code and source code, raw in machine readable and listing form), derivative works, operating systems, application programs and program documentation, routines and subroutines, directories, databases, hyperlinks, screen displays, user interfaces and machine interfaces, system documentation (including internal documentation, documentation made available to customers and training materials), partsall rights to other related technology including, works in progresswithout limitation, all algorithms, tradenames, trademarks, servicemarks, registered or unregistered, including applications and registrations therefor, and finished goods owned other related intellectual property rights, utilized by SellerSeller in connection with the development, together with any replacements or additions to operation and support of Galaxy, HealthWave and the inventories made before Business as of the ClosingClosing Date, including including, without limitation limitation, those items listed more specifically described on Schedule 1.01(bSCHEDULE 1.1(B) but excluding inventory disposed of hereto (collectively, the "Intellectual Property") (the term "derivative works" shall have the same meaning ascribed it in the ordinary course of Seller’s businessUnited States Copyright Act, 17 U.S.C. 101); (c) Leasehold interests the names "Galaxy," "Einex.xxx" xxd "HealthWave" and leasehold improvements installed by Seller on the premises located at 200 Xxx Xxxxany variants thereof and all copyrights, Xxxxx 000copyright applications, XxXxxxxxxxxtradenames, XX 00000; (d) All of Seller’s rights under purchase orders, including those entered into in the ordinary course of business before the Closing; (e) Seller’s goodwill; (f) All patentstradename applications, trademarks, trade names, copyrightstrademark applications, service marks, service mark xxxlications and domain names of Sellerlogos (each whether registered or unregistered, all registrations for themnational or international), all applications pending for themadvertising and artwork related thereto, and all other proprietary rights and intangible property of Sellerincluding, including trade secretswithout limitation, inventions, technology, software, operating systems, customer lists, customer relationships, customer agreements, customer understandings, drawings, blueprints, know-how, formulae, slogans, processes, and operating rights and all other similar those items and all such items acquired by Seller or coming into existence more specifically described on or before the Closing Date, including without limitation the Intellectual Property relating to the products listed on Schedule 1.01(f); (g) To the extent transferable, all approvals, authorizations, consents, licenses, permits, franchises, tariffs, orders, and other registrations of any federal, state, or local court or other governmental department, commission, board, bureau, agency, or instrumentality held by Seller and required or appropriate for the conduct of the business of Seller, including without limitation all such items granted or received on or before the Closing Date; and (h) All choses in action, causes of action, rights of recovery and setoff, warranty rights, and other similar rights of Seller relating to the Assets, including without limitation all such items arising or acquired on or before the Closing Date.SCHEDULE 1.1

Purchased Assets. Subject to and upon the terms and conditions set forth in of this Agreement, Seller agrees NeoGen and, as applicable, each Member shall sell, transfer, convey, assign and deliver to sell the Purchaser, and the Purchaser shall accept and pay for, all of NeoGen’s and, as applicable, each Member’s right, title and interest in and to Buyer and Buyer agrees to purchase from Seller the following assets (the “Purchased Assets”) on the Closing Date free and clear of all liens and encumbrances: (a) All equipmentthe Technology and all Intellectual Property Rights (as defined below) relating to the Technology. “Intellectual Property Rights” include any and all of the following and all rights in, toolsarising out of, furnitureor associated therewith: (i) all United States, international and foreign patents and applications therefor and all reissues, divisions, renewals, extensions, provisionals, continuations and continuations-in-part thereof (including those patents and patent applications listed on Schedule 4.6 hereto); (ii) all inventions (whether or not patentable), invention disclosures, improvements, trade secrets, proprietary information, processes, formulas, know how, computer software programs (in both source code and object code form), technology, protocols, technical data, tangible or intangible proprietary information, and fixtures listed on attached Schedule 1.01(a)all documentation relating to any of the foregoing; (iii) all copyrights, together with copyright registrations and applications therefor, and all other rights corresponding thereto throughout the world; (iv) all industrial designs and any replacements registrations and applications therefor throughout the world; (v) all trade names, logos, business names, common law trademarks and service marks, trademark and service xxxx registrations and applications therefor throughout the world; (vi) all operating manuals, engineering standards and specifications, lab books, notes and other information and data; (vii) all moral and economic rights of authors and inventors, however designated, throughout the world; (viii) all licenses and other agreements to which NeoGen or additions a Member is party or by which NeoGen or a Member is bound relating to any of the equipment made before foregoing kinds of property; and (ix) any similar or equivalent rights to any of the Closingforegoing anywhere in the world; (b) All inventories of supplies, raw materials, parts, works all Intellectual Property Rights arising or created in progress, and finished goods owned by Seller, together with any replacements or additions the future relating to the inventories made before the Closing, including without limitation those items listed on Schedule 1.01(b) but excluding inventory disposed of in the ordinary course of Seller’s businessTechnology; (c) Leasehold interests all business and leasehold improvements installed by Seller on financial records relating to the premises located at 200 Xxx Xxxx, Xxxxx 000, XxXxxxxxxxx, XX 00000;Technology; and (d) All of Seller’s rights under purchase orders, including those entered into in the ordinary course of business before the Closing; (e) Seller’s goodwill; (f) All patents, trademarks, trade names, copyrights, service marks, and domain names of Seller, all registrations for them, all applications pending for them, and all other proprietary rights and intangible property of Seller, including trade secrets, inventions, technology, software, operating systems, customer lists, customer relationships, customer agreements, customer understandings, drawings, blueprints, know-how, formulae, slogans, processes, and operating rights and all other similar items and all such items acquired by Seller or coming into existence on or before the Closing Date, including without limitation the Intellectual Property goodwill relating to the products listed on Schedule 1.01(f); (g) To the extent transferable, all approvals, authorizations, consents, licenses, permits, franchises, tariffs, orders, and other registrations of any federal, state, or local court or other governmental department, commission, board, bureau, agency, or instrumentality held by Seller and required or appropriate for the conduct of the business of Seller, including without limitation all such items granted or received on or before the Closing Date; and (h) All choses in action, causes of action, rights of recovery and setoff, warranty rights, and other similar rights of Seller relating to the Assets, including without limitation all such items arising or acquired on or before the Closing DateTechnology.

Purchased Assets. Subject to the terms and conditions set forth in this AgreementThe Purchased Assets shall include, Seller agrees to sell to Buyer and Buyer agrees to purchase from Seller without limitation, the following assets (the “Assets”) on the Closing Date free and clear of all liens and encumbrancesassets: (a) All equipmentall deposits, toolscash, furniturecash equivalents, escrow accounts, marketable securities and fixtures listed on attached Schedule 1.01(a), together with any replacements or additions to expense reimbursements of the equipment made before Seller as of the ClosingClosing Date; (b) All inventories of all accounts receivable, employee receivables, prepaid assets, prepayments (including without limitation any prepaid insurance policy premiums and prepaid taxes), deposits, and expense reimbursements; (c) all machinery, equipment, supplies, raw materialsvehicles, buildings, personal property, furniture, office equipment, computer equipment, fax machines, telephones and telephone systems, fixtures, furnishings, parts, works spare parts and tools used in progress, and finished goods owned by Seller, together with any replacements or additions to the inventories made before operation of the ClosingBusiness, including without limitation those items listed on set forth in Schedule 1.01(b) but excluding inventory disposed of in the ordinary course of Seller’s business; (c) Leasehold interests and leasehold improvements installed by Seller on the premises located at 200 Xxx Xxxx, Xxxxx 000, XxXxxxxxxxx, XX 000001.2(c); (d) All of Seller’s rights under purchase ordersall contracts, agreements (including those entered into without limitation all license agreements), insurance policies and other agreements to which Seller is a party and that are set forth in Schedule 1.2(d) as contracts Buyer wishes to assume (collectively, the ordinary course of business before the Closing“Assumed Contracts”); (e) Seller’s goodwillall patents (and applications therefore), trademarks (and applications therefore), trade names, including any rights Seller may have in the name “Sports-2-School,” any similar names and any derivations thereof, service marks, copyrights, technologies, methods, formulations, art work, drawings, designs, data bases, computer systems, software, operating manuals, trade secrets, know-how, franchises, licenses, vendor numbers (including without limitation the vendor numbers set forth in Schedule 1.2(e) (the “Vendor Numbers”), business permits, certificates, customer lists, all information, files, records, data, plans and recorded information related to the foregoing and other intellectual property used in the Business (and any applications for any of the foregoing) (collectively, the “Purchased Proprietary Rights”); (f) All patentsall right, trademarkstitle and interest in and to Seller’s Business, trade namesSeller’s goodwill and any other intangible asset owned by it or used in the operation of the Business. (g) the registration for the website address (URL) www.____________________ (the “Website”) and the underlying HTML source code for the Website and all content related thereto. (h) all operating data and records of Seller used in the Business, copyrightsincluding information, service marksfiles, records, data, employee files, plans, contracts and domain names of Sellerrecorded information, all registrations for themcustomer lists, all applications pending for themvendor lists, supplier lists, production records, accounting records, property records, mailing lists, customer pricing information, credit records, correspondence, office supplies, budgets, documents and records similar to the foregoing, and all other proprietary rights records and intangible property of Seller, including trade secrets, inventions, technology, software, operating systems, customer lists, customer relationships, customer agreements, customer understandings, drawings, blueprints, know-how, formulae, slogans, processes, and operating rights and all other similar items and all such items acquired by Seller or coming into existence on or before the Closing Date, including without limitation the Intellectual Property relating files with respect to the products listed on Schedule 1.01(f)assets, properties and rights being transferred hereunder; (gi) To the extent transferableall claims, refunds, warranties (express or implied), rights of recovery and any other rights Seller may have against its customers and vendors and under any products liability insurance maintained by Seller; (j) all approvalsqualifications, authorizationsregistrations, consentsfilings, privileges, franchises, immunities, licenses, permits, franchises, tariffs, orders, authorizations and other registrations approvals of any federal, state, state or local court regulatory, administrative or other governmental department, commission, board, bureau, agencyagency or body that are used by, or instrumentality held by Seller required for, the ownership and required or appropriate for the conduct operation of the business of Seller, including without limitation all such items granted or received on or before the Closing Date; andBusiness; (hk) All choses in action, all causes of action, judgments, claims, demands, credits, refunds, rights of recovery and setoffrecovery, warranty rights, rights of set-off and other similar rights of Seller relating to the Assets, including without limitation all such items arising or acquired on or before the Closing Dateof every kind and nature.

Purchased Assets. Subject to the terms and conditions set forth in this AgreementThe Purchased Assets shall include, Seller agrees to sell to Buyer and Buyer agrees to purchase from Seller without limitation, the following assets related to the CORTS Business and CORTS Technology: (a) all machinery, equipment, furniture and similar property; (b) all inventories of raw materials, work in process, finished products, goods, products, including the “Assets”Proof of Concept, Alpha models and Beta Models, spare parts, replacement and component parts, and office and other supplies (collectively, the "Inventories"); (c) on all rights to unfilled customer orders; (d) all of the rights of Sellers under all contracts, arrangements, confidentiality agreements, patent assignments, license and technology agreements, leases and agreements; (e) all accounts receivable and other receivables; (i) all patents throughout the world and applications therefor including all applications for patents filed between the date hereof and the Closing Date Date, (ii) all trademarks, service marks and trade names throughout the world, including registrations and applications for registration thereof, if any, and (iii) all copyright registrations throughout the world and applications therefor, and any other non-registered copyrights; (g) all designs, software, algorithms, drawing packages, plans, trade secrets, inventions, processes, procedures, research records, manufacturing know-how and manufacturing formulae; (h) all books, records, manuals and other materials, including, without limitation, all lists of customers, distribution lists, production data, sales and promotional materials and records, research and development files, data and laboratory books, patent disclosures and accounting records; and (i) to the extent their transfer is permitted by law, all governmental and other licenses, permits and approvals and license applications relating specifically to the Purchased Assets. At the Closing, Sellers will transfer, convey, assign and deliver all of the Purchased Assets to JMAR free and clear of all liens liabilities, obligations, security interests, liens, charges, encumbrances and encumbrances: (a) All equipment, tools, furniture, and fixtures listed on attached Schedule 1.01(a), together with any replacements or additions to the equipment made before the Closing; (b) All inventories of supplies, raw materials, parts, works in progress, and finished goods owned by Seller, together with any replacements or additions to the inventories made before the Closing, including without limitation those items listed on Schedule 1.01(b) but excluding inventory disposed of in the ordinary course of Seller’s business; (c) Leasehold interests and leasehold improvements installed by Seller on the premises located at 200 Xxx Xxxx, Xxxxx 000, XxXxxxxxxxx, XX 00000; (d) All of Seller’s rights under purchase orders, including those entered into in the ordinary course of business before the Closing; (e) Seller’s goodwill; (f) All patents, trademarks, trade names, copyrights, service marks, and domain names of Seller, all registrations for them, all applications pending for them, and all other proprietary rights and intangible property of Seller, including trade secrets, inventions, technology, software, operating systems, customer lists, customer relationships, customer agreements, customer understandings, drawings, blueprints, know-how, formulae, slogans, processes, and operating rights and all other similar items and all such items acquired by Seller or coming into existence on or before the Closing Date, including without limitation the Intellectual Property relating to the products listed on Schedule 1.01(f); (g) To the extent transferable, all approvals, authorizations, consents, licenses, permits, franchises, tariffs, orders, and other registrations of any federal, state, or local court or other governmental department, commission, board, bureau, agency, or instrumentality held by Seller and required or appropriate for the conduct of the business of Seller, including without limitation all such items granted or received on or before the Closing Date; and (h) All choses in action, causes of action, rights of recovery and setoff, warranty rights, and other similar rights of Seller relating to the Assets, including without limitation all such items arising or acquired on or before the Closing Dateclaims.

Purchased Assets. Subject to the terms and conditions set forth of this Agreement and in this Agreementreliance upon the representations, Seller agrees warranties, covenants and agreements of the Company contained herein, at the Closing, the Company shall sell, convey, transfer, assign and deliver to sell to Buyer Acquirer, and Buyer agrees to the Acquirer shall purchase and acquire from Seller the following assets (the “Assets”) on the Closing Date Company, free and clear of all liens Liens and encumbrances:encumbrances (other than those Liens included in the Assumed Liabilities), all of the Company’s right, title and interest in and to all of the following assets which the Company owns or in which the Company has any right, title or interest, other than those assets specified as Excluded Assets (collectively, the “Purchased Assets”): (a) All of the Company's intellectual property (the "Company Intellectual Property") including the following: (i) All Company Registered Intellectual Property listed on Schedule 2.13 of the Disclosure Schedule; (ii) All right, title and interest in the unregistered trademarks listed on Schedule 2.13 of the Disclosure Schedule, including all goodwill associated therewith; (iii) All trade secrets of the Company owned or used in connection with conduct of the Business, including, but not limited to, disks, designs, files, drawings, data and related documentation, and all similar property of any nature, tangible or intangible, owned or used in connection with the Company Intellectual Property and Business and all, copyrights, designs, inventions, patents, licenses, franchises and secret methodologies connected with the Company’s business and owned by the Company; (iv) All mask works and all applications, registrations, and renewals in connection therewith, and all confidential business information (including ideas, research and development, know-how, formulas, techniques, technical data, designs, drawings, specifications, customer, supplier and vendor lists, pricing and cost information, and business and marketing plans and proposals and all computer software (including data and related documentation) developed or owned by the Company, all computer and telecommunications equipment, tools, furnitureappliances and systems which are owned by Company; and, (v) all claims (including claims for past infringement or misappropriation of Company Intellectual Property) and causes of action of the Company has against other persons (regardless of whether or not such claims and causes of action have been asserted by the Company) arising in connection with the conduct of the Business, and fixtures listed on attached Schedule 1.01(a)all rights of indemnity, together warranty rights, rights of contribution, rights to refunds, rights of reimbursement and other rights of recovery possessed by the Company (regardless of whether such rights are currently exercisable) which have arisen in connection with any replacements or additions to the equipment made before conduct of the ClosingBusiness; (b) All inventories rights to xxx for or asserted claims against and remedies against past, present or future infringements of supplies, raw materials, parts, works any or all of the Company Intellectual Property owned or used in progress, connection with the conduct of the Business and finished goods owned by Seller, together with rights of priority and protection of interests therein and to retain any replacements or additions to the inventories made before the Closing, including without limitation those items listed on Schedule 1.01(b) but excluding inventory disposed of in the ordinary course of Seller’s businessand all amounts therefrom; (c) Leasehold interests All other assets of the Company owned or used in connection with the conduct of the Business, including, but not limited to: (i) all inventories and leasehold work-in-progress of the Company including, but not limited to, those inventories and works-in-progress set forth on Schedule 2.7 of the Disclosure Schedule; (ii) all equipment, materials, prototypes, tools, supplies, furniture, fixtures, improvements installed and other tangible assets of the Company owned or used in connection with the conduct of the Business including, but not limited to, the tangible assets set forth on Schedule 2.7 of the Disclosure Schedule; (iii) all advertising and promotional materials possessed by Seller the Company relating to the Business; (iv) all rights of the Company under the Contracts set forth on Schedule 2.12 of the premises located at 200 Xxx XxxxDisclosure Schedule; (v) the domain names of the Company set forth on Schedule 2.13 of the Disclosure Schedule; (vi) all governmental or regulatory authorizations held by the Company in connection with the conduct of the Business; (vii) all books, Xxxxx 000records, XxXxxxxxxxxfiles (including all electronic files and back-up copies thereof), XX 00000customer lists and data of the Company relating to the Business; and (viii) source code repository; (d) All goodwill incident to the items listed in Sections 1.1(a), 1.1(b) and 1.1(c) above; together with the exclusive right of Seller’s rights under purchase ordersthe Acquirer to represent itself as carrying on the business in continuation of and in succession to the Company and the right of the Acquirer, including those entered into in on the ordinary course date of business before the Closingexecution of this Agreement, to use the name Cyber Mesh Corp. and upon closing to use any trade names or any variations thereof indicating the Business of the Company is so carried on or to be carried on by the Acquirer. The Company agrees to forthwith, after the date closing, to change its corporate name from Cyber Mesh Systems Inc., to a numbered company and filing the Change of Name with the British Columbia Registrar of Companies; (e) Seller’s goodwillall cash on hand or in banks or other depositories and accounts receivable earned or accrued with respect to the conduct of the Business prior to the Closing Date; (f) All patentsthe full benefit of all unfulfilled orders, trademarkscontracts, trade namesengagements or commitments to which the Company is entitled in connection with the Business including the full benefit of all forward commitments by the Company for materials or supplies, copyrights, service marks, and domain names of Seller, all registrations for them, all applications pending for them, and all other proprietary rights and intangible property of Seller, including trade secrets, inventions, technology, software, operating systems, customer lists, customer relationships, customer agreements, customer understandings, drawings, blueprints, know-how, formulae, slogans, processes, and operating rights and all other similar items and all such items acquired by Seller or coming into existence on services whether or before the Closing Date, including without limitation the Intellectual Property relating to the products listed on Schedule 1.01(f)not there are any contracts in respect thereto; (g) To all computer equipment, software and related license and service agreements of the extent transferableCompany, all approvals, authorizations, consents, licenses, permits, franchises, tariffs, orders, and other registrations of any federal, state, or local court or other governmental department, commission, board, bureau, agency, or instrumentality held by Seller and required or appropriate for which are used in the conduct of the business Business, set forth on Schedule 2.13 of Seller, including without limitation all such items granted or received on or before the Closing DateDisclosure Schedule; and, (h) All choses other assets used in action, causes of action, rights of recovery and setoff, warranty rights, and other similar rights of Seller relating or useful to the Assets, including without limitation all such items arising or acquired on or before conduct of the Closing DateBusiness.

Purchased Assets. Subject to the terms and conditions Except as otherwise expressly set forth in this AgreementSection 1.4 hereof, Seller agrees to sell to Buyer and Buyer agrees to purchase from Seller the Purchased Assets shall include, without limitation, the following assets (the “Assets”) on the Closing Date free assets, properties and clear rights of all liens and encumbrancesIFM: (a) All of IFM's right, title and interest in and to its fixed assets, as further described in Schedule 1.2(a) hereto, including, without limitation, all production equipment, toolsoffice equipment, furnituredies, drawings and fixtures listed on attached Schedule 1.01(aother equipment used in the production, manufacture, sale, marketing or distribution of products (the "Fixed Assets"), together with any replacements or additions to the equipment made before the Closing; (b) All inventories of suppliesIFM's right, title and interest in and to (1) all finished goods inventory as of the close of business on the Closing Date, including, without limitation, the items set forth on Schedule 1.2(b)(1) hereto, and all containers and other packaging materials associated with such finished goods inventory (the "Finished Goods Inventory"); and (2) all other inventory, as further described in Schedule 1.2(b)(2) hereto, including, without limitation, raw materialsmaterials and work in process, partswhether located at IFM's or CryoLife's facilities, works in progressroute to the sterilizer or other outside vendors, or elsewhere (the "Other Inventory," and finished goods owned by Seller, together with any replacements or additions to the inventories made before Finished Goods Inventory, collectively, the Closing, including without limitation those items listed on Schedule 1.01(b) but excluding inventory disposed of in the ordinary course of Seller’s business;"Inventory"). (c) Leasehold interests All leasehold improvements, as further described in Schedule 1.2(c) hereto, including, without limitation, clean rooms and leasehold improvements installed by Seller on the premises located at 200 Xxx Xxxx, Xxxxx 000, XxXxxxxxxxx, XX 00000air handling equipment; (d) All of Seller’s IFM's right, title and interest in and to all United States and foreign patents, patent applications, tradenames, trademarks, copyrights, trade dress, logos, business and product names, slogans, inventions, trade secrets, industrial models, formulas, processes, designs, confidential and technical information, manufacturing, engineering and technical drawings, product specifications, know-how and all other material intangible property and intellectual property rights under purchase ordersto or similar to and registrations and applications for registration relating to any of the foregoing or licenses owned by IFM (collectively, including those entered into in "Intellectual Property") including, without limitation, the ordinary course of business before the Closingitems set forth on Schedule 1.2(d) hereto; (e) Seller’s goodwillAll of IFM's and/or CryoLife's rights and benefits pursuant to those certain third-party contracts and agreements set forth on Schedule 1.2(e) hereto and incorporated herein by reference (the "Assigned Contracts"); (f) All patentsof IFM's right, trademarks, trade names, copyrights, service marks, title and domain names of Seller, all registrations for them, all applications pending for them, interest in and all other proprietary rights and intangible property of Seller, including trade secrets, inventions, technology, software, operating systems, customer lists, customer relationships, customer agreements, customer understandings, drawings, blueprints, know-how, formulae, slogans, processes, and operating rights and all other similar items and all such items acquired by Seller or coming into existence on or before the Closing Date, including without limitation the Intellectual Property relating to the products listed on Schedule 1.01(f); (g) To the extent transferable"Ideas for Medicine" and "IFM" names and any trademarks and tradenames, all approvals, authorizations, consents, licenses, permits, franchises, tariffs, orders, designs and other registrations of any federal, state, or local court or other governmental department, commission, board, bureau, agency, or instrumentality held by Seller and required or appropriate for the conduct of the business of Seller, including without limitation all such items granted or received on or before the Closing Datelogos associated therewith; and (h) All choses in action, causes of action, rights of recovery and setoff, warranty rights, and other similar rights of Seller relating to the Assets, including without limitation all such items arising or acquired on or before the Closing Date.

Purchased Assets. Subject to the terms terms, conditions and conditions exclusions set forth in this Agreement, and pursuant to sections 363(b) and (f) and 365 of the Bankruptcy Code, Seller agrees to will sell to Buyer Purchaser, and Buyer agrees to purchase Purchaser will purchase, acquire and accept from Seller the following assets (the “Assets”) on the Closing Date Seller, free and clear of all liens mortgages, pledges, liens, charges, equities, encumbrances, defects in title, security interests, hypothecations, assessments, easements, encroachments, consents, claims, options, reservations, restrictions, condemnation proceedings, burdens or conflicts of all kinds excepting, with respect to Intellectual Property Rights (as defined in Section 1.1(a) hereof), the rights of persons holding licenses thereto, now or on the date of Closing, and encumbrancesPermitted Liens (as defined in Section 4.1.28) (collectively, "Liens"), all of the assets, properties, rights and business of the Business of every type and description, real, personal and mixed, tangible and intangible, wherever located and whether or not reflected on the books and records of Seller (collectively, but in all cases excluding the Excluded Assets (as defined in Section 1.2 hereof), the "Purchased Assets"), as the same shall exist on the Closing Date (as defined in Section 9.1 hereof), including, without limitation, the following: (a) All equipmentall United States and foreign patents, toolspatent applications, furniturelicenses, and fixtures listed on attached Schedule 1.01(atrademarks (whether registered or unregistered), together with any replacements or additions to the equipment made before the Closing; (b) All inventories of supplies, raw materials, parts, works in progress, and finished goods owned by Seller, together with any replacements or additions to the inventories made before the Closing, including without limitation those items listed on Schedule 1.01(b) but excluding inventory disposed of in the ordinary course of Seller’s business; (c) Leasehold interests and leasehold improvements installed by Seller on the premises located at 200 Xxx Xxxx, Xxxxx 000, XxXxxxxxxxx, XX 00000; (d) All of Seller’s rights under purchase orders, including those entered into in the ordinary course of business before the Closing; (e) Seller’s goodwill; (f) All patents, trademarksservice marks, trade names, brand names, logos (including, without limitation, the rights to the names "Quad Systems", "Quad", "Quad Care" or any derivation thereof), copyrights, service marksinternet domain name registrations, and domain names of Sellerany applications, all registrations for them, all applications pending for themextensions or renewals thereof, and all any other proprietary rights and intangible property of Sellerrights, including trade secretsincluding, inventions, technology, software, operating systems, customer lists, customer relationships, customer agreements, customer understandings, drawings, blueprintswithout limitation, know-how, formulaeinventions, slogansdiscoveries and improvements, shop rights, processes, methods and operating rights and all other similar items and all such items acquired by Seller or coming into existence on or before the Closing Dateformulae, including without limitation the Intellectual Property relating to the products listed on Schedule 1.01(f); (g) To the extent transferabletrade secrets, all approvalsproduct drawings, authorizationsschematic drawings, consentsblueprints, licensesengineering data, permitsspecifications, franchises, tariffs, orders, designs and other registrations of any federal, state, technical information owned by or local court or other governmental department, commission, board, bureau, agency, or instrumentality held by Seller and required or appropriate for the conduct of the business of Seller, including without limitation all such items granted or received on or before the Closing Date; and (h) All choses in action, causes of action, rights of recovery and setoff, warranty rights, and other similar rights of licensed to Seller relating to the AssetsBusiness and all of the goodwill associated with the foregoing (collectively, including without limitation all such items arising or acquired on or before the Closing Date."Intellectual Property Rights"), certain of which are set forth in Schedule 1.1(a) attached hereto and made a part hereof;

Purchased Assets. Subject to the terms and conditions herein set forth in this Agreementforth, the Buyer shall purchase at the Closing (as hereinafter defined), and the Seller agrees shall sell and transfer to sell to the Buyer at Closing, all assets and Buyer agrees to purchase from properties owned by Seller the following assets excepting only cash, bank accounts, accounts receivable, and pre-paid items (the “Purchased Assets”) on ). The Purchased Assets to be conveyed include, without limitation, the Closing Date free and clear of all liens and encumbrancesfollowing: (a) All manufacturing machinery and equipment, tools, furniture, furnishings, office machinery and fixtures listed on attached Schedule 1.01(aequipment (including all computers, computer programs, and computer equipment), together vehicles, leasehold improvements, tooling, fixtures, accessories, and tools owned by Seller or used in connection with any replacements Seller’s Business, including, without limitation, all assets shown or additions reflected as vehicles, furniture and fixtures, and machinery, referred to on the equipment made before the Closing;balance sheet of Seller as of May 31, 2013, previously furnished to Buyer (hereinafter referred to as “Equipment”); and, (b) All inventories of supplies, raw materials, parts, works in progress, and finished goods Intangible property owned by Seller, together with any replacements Seller or additions to the inventories made before the Closing, including without limitation those items listed on Schedule 1.01(b) but excluding inventory disposed of used in the ordinary course operation of Seller’s businessBusiness including, without limitation: (i) All designs, drawings, blue prints, computer data, computer software, engineering data or studies, manufacturing data, prototypes, stampings, projects, in-process formulas, processes, technical information and know-how related to or useful in the Seller’s Business; (c) Leasehold interests and leasehold improvements installed by Seller on the premises located at 200 Xxx Xxxx, Xxxxx 000, XxXxxxxxxxx, XX 00000; (d) All of Seller’s rights under purchase orders, including those entered into in the ordinary course of business before the Closing; (e) Seller’s goodwill; (fii) All patents, trademarkspatent applications, and unpatented inventions applicable to any product manufactured or sold by Seller including, without limitation, all such patents listed on Schedule 4.15; (iii) The name “Ohio Metal Working Products Company” and the trade name “American Carbide Tool Company” together with all logos, trade names, copyrightstrademarks, service marks, and domain names of Seller, all registrations for them, all applications pending for them, and all other proprietary rights and intangible property of Sellercopyrights, including trade secrets, inventions, technology, software, operating systems, customer lists, customer relationships, customer agreements, customer understandings, drawings, blueprints, know-how, formulae, slogans, processes, applications for and operating rights and all other similar items and all such items acquired reservations for any of the foregoing pertaining to any products manufactured or sold by Seller or coming into existence on or before the Closing Date, including without limitation the Intellectual Property relating to the products listed on Schedule 1.01(f); (g) To the extent transferable, all approvals, authorizations, consents, licenses, permits, franchises, tariffs, orders, and other registrations of any federal, state, or local court or other governmental department, commission, board, bureau, agency, or instrumentality held by Seller and required or appropriate for the conduct of the business of Seller, including without limitation all such items granted or received listed on or before the Closing Date; andSchedule 4.15; (hiv) All choses in actioncustomer lists, causes of actioncustomer back-logs, rights of recovery pending orders, pending purchase contracts, customer files, vendors’ lists, purchase records, sales records, or computer software and setoff, warranty rights, and other similar rights of Seller data relating to Seller’s Business; (v) All distribution or other contracts pertaining to the Assetsmarketing of any product together with all dealership, dealer, or distributor agreements or contracts with the Seller for the manufacture of, furnishing, marketing, or distribution of any product including without limitation all such items arising listed on Schedule 4.5; (vi) All websites, telephone numbers, fax numbers, computer addresses, or acquired registrations used or usable in connection with Seller’s Business. (vii) All licenses or permits applicable to the operation of Seller’s Business including all such licenses or permits listed on Schedule 4.16. (viii) All good will associated with Seller’s Business. (The foregoing paragraph (b) including sub-paragraphs (i) through (viii) being hereinafter referred to as “Intangibles”.) (c) All inventories of finished goods, spare parts, work in process, supplies, raw materials, and other inventory-type items (hereinafter referred to as “Inventories”). (d) All land, improvements to land, buildings, facilities, fixtures, building improvements, and installations of any and all kinds owned by Seller including, without limitation, those reflected on the May 31, 2013, balance sheet of Seller (hereinafter referred to as “Real Property”), a description of said real property being as set forth in the attached Schedule 1.1(d) (e) All other property of whatever kind and nature owned by Seller and used or before useful in the Closing Dateoperation of Seller’s Business, excepting only cash, bank accounts, accounts receivable, and prepaid items (hereinafter referred to as “Miscellaneous Assets”). (The foregoing Equipment, Intangibles, Inventories, Real Property, and Miscellaneous Assets being hereinafter sometimes referred to as the “Purchased Assets”).

Purchased Assets. Subject to the terms and conditions set forth of this Agreement and for the consideration stated in this AgreementArticle 1, at the Closing (as later defined), Seller agrees and its subsidiaries (other than Toxguard Systems, Inc.) shall sell, convey, assign, transfer and deliver to sell to Buyer Buyer, and Buyer agrees to purchase shall purchase, acquire and accept from Seller and its subsidiaries (other than Toxguard Systems, Inc.) all of Seller's and its subsidiaries' (other than Toxguard Systems, Inc.) right, title and interest in and to all of the following assets assets, properties and rights of Seller or any of its subsidiaries (other than Toxguard Systems, Inc.) and relating to or used or usable in connection with the “Business (collectively, the "Purchased Assets”") on the Closing Date free and clear of any and all liens and encumbrances:Liens (as later defined): (ai) All equipmentall of the items of inventory and supplies used in manufacturing, toolscalibrating and testing products, furniture, and fixtures listed on attached Schedule 1.01(a), together with any replacements or additions to the equipment made before the Closing; (b) All inventories of suppliesincluding without limitation, raw materials, work-in-process, finished goods, supplies, packaging materials, spare parts, works in progressreturned products and samples, demonstration and finished goods owned by Sellertest instruments, together with any replacements obsolete inventory or additions to the inventories made before the Closing, including without limitation those items listed on Schedule 1.01(b) but excluding of inventory disposed of that are not saleable in the ordinary course of Seller’s businessthe Business and other similar items (collectively, the "Inventory"); (cii) Leasehold interests to the extent transferable, telephone numbers and leasehold improvements installed by Seller on the premises located at 200 Xxx Xxxx, Xxxxx 000, XxXxxxxxxxx, XX 00000e-mail addresses; (diii) All of Seller’s leases, subleases, and rights thereunder; (iv) all machinery, equipment, fixtures, tools, punches, dies, jigs, molds, furniture, fixtures, testing equipment, data processing equipment, computers and peripheral equipment, and other similar personal property and spare parts, including, without limitation, the items listed in Section 1.1(a)(iv) to the Disclosure Schedule (the "Fixed Assets"); (v) to the extent transferable to Buyer, all Material Permits (as defined in Section 3.12); (vi) all rights, benefits and privileges under or arising from all currently effective contracts (including, without limitation, manufacturing contracts and supply contracts and insurance policies), purchase orders, including those customer orders, customer service agreements, agreements, instruments, licenses, or understandings and such contracts, orders, agreements, instruments, licenses or understandings entered into by Seller between the date hereof and the Closing in the ordinary course of business before the ClosingBusiness consistent with past practice or as approved by Buyer pursuant to the terms of this Agreement (the "Assigned Contracts"); (evii) Seller’s goodwill; all Intellectual Property used in connection with the Business, including the trade names and trademarks USTMAN SIR SYSTEM, USTMAN TECHNOLOGIES, INC., USTMAN Industries, Inc., EXTREME & Design, SIRAS, Sirsend, Extreme Internet, Extreme, Extreme Fuel Management, TankTrax, all licenses, sublicenses granted and obtained with respect thereto and rights thereunder, remedies against infringement thereof and rights to protection of interests therein under the laws of all jurisdictions, immunities, covenants not to xxx and the like relating to the Intellectual Property, and any claims or causes of action arising out of or related to any past or present infringement or misappropriation of any of the Intellectual Property, including, without limitation, the assets set forth in Section 3.23 of the Disclosure Schedule. "Intellectual Property" means any and all (fA) All patentstrademarks (registered or unregistered), trademarksservice marks, certification marks, logos, trade names, copyrights, service markstrade dress, and domain names corporate names, together with all translations, adaptations, derivations, variations, permutations and combinations thereof and including all goodwill associated with any of Seller, all registrations for them, all applications pending for themthe foregoing, and all other proprietary rights registrations, applications, filed extensions, modifications or renewals of any of the foregoing; (B) inventions, discoveries and intangible property of Sellerideas (whether patentable or unpatentable and whether or not reduced to practice), including improvements thereto, and patents, patent applications, and patent disclosures, together with reissuances, continuations, continuations in-part, revisions, extensions, and reexaminations thereof; (C) nonpublic information, trade secrets, inventionsand confidential or proprietary business information (including ideas, technologyresearch and development, software, operating systems, customer lists, customer relationships, customer agreements, customer understandings, drawings, blueprintslaboratory test results, know-how, formulaeformulas, sloganscompositions, manufacturing and production processes, principles and operating techniques), manufacturing documentation, technical data, internally-developed spectral libraries, algorithms, designs, drawings (including, but not limited to, engineering drawings), blueprints, sepias, specifications, certifications, file reports, customer and supplier lists, pricing and cost information, business and marketing plans, proposals and studies (where there are multiple copies of such material in Seller's possession or control, all copies of such material) and rights in any jurisdiction to limit the use or disclosure thereof by any person; (D) copyrightable works and all writings (whether or not copyrighted), copyrights, and applications, registrations, and renewals in connection therewith; (E) computer programs and software (including source code, object code, data and related documentation); (F) other similar proprietary rights; and (G) copies and tangible embodiments of any of the foregoing items and all such items acquired by Seller or coming into existence on or before the Closing Date, including without limitation the Intellectual Property relating to the products listed on Schedule 1.01(f(A) through (F); (g) To the extent transferable, all approvals, authorizations, consents, licenses, permits, franchises, tariffs, orders, and other registrations of any federal, state, or local court or other governmental department, commission, board, bureau, agency, or instrumentality held by Seller and required or appropriate for the conduct of the business of Seller, including without limitation all such items granted or received on or before the Closing Date; and (h) All choses in action, causes of action, rights of recovery and setoff, warranty rights, and other similar rights of Seller relating to the Assets, including without limitation all such items arising or acquired on or before the Closing Date.

Purchased Assets. Subject to At the terms and conditions set forth in this Agreement, Closing Seller agrees to sell to Buyer and Buyer agrees to purchase from Seller, for the consideration set forth in Section 2.3, all right, title and interest of Seller in and to the following assets assets, properties and rights (the “"Purchased Assets”) on the Closing Date free and clear of all liens and encumbrances:"): (a) All except for those items designated in the Disclosure Schedule as "Excluded Assets" (the "Excluded Assets"), all of Seller's machinery, equipment, furniture, tools, furnituresupplies and other tangible personal property (other than Inventory and the property described in Sections 2.1(e) and 2.1(f)) wherever located (the "Equipment"); (b) all of Seller's raw materials, work-in-process and fixtures listed on attached Schedule 1.01(afinished goods inventories (including, without limitation, all Seller merchandise sold either by Seller or pursuant to the WNIM Agreement and returned after May 13, 1994 (including, without limitation, such merchandise returned after the Closing) which is not sold pursuant to the WNIM Agreement), together with any replacements or additions to supplies, stores and spare parts, wherever located (the equipment made before "Inventory") as of the Closing; (bc) All inventories all of suppliesSeller's trade names, raw materialstrademarks and service marks, partspatents and patent rights (if any), works in progresscopyrights, whether domestic or foreign (as well as any applications, registrations or certificates for any of the foregoing), inventions, trade secrets, proprietary processes, schematic drawings, designs, technologies, methods, formulations, know-how and other industrial and intellectual property rights, and finished goods owned by Sellerall enhancements and improvements, together whether existing or under development including, without limitation, all such intellectual property contained in or whose use is necessary in connection with any replacements or additions to the inventories made before Current Products (the Closing, including without limitation those items listed on Schedule 1.01(b) but excluding inventory disposed of in the ordinary course of Seller’s business; (c) Leasehold interests and leasehold improvements installed by Seller on the premises located at 200 Xxx Xxxx, Xxxxx 000, XxXxxxxxxxx, XX 00000"Intellectual Property"); (d) All all of Seller’s rights under purchase orders, including those entered into in the ordinary course of business before the Closing; (e) Seller’s goodwill; (f) All patents, trademarks, trade names, copyrights, service marks, and domain names of Seller, all registrations for them, all applications pending for them, and all other proprietary rights and intangible property of Seller, including trade secrets, inventions, technology, 's software, operating systemssoftware modules and components, customer listsenhancements, customer relationshipsmodifications, customer agreements, customer understandings, drawings, blueprints, know-how, formulae, slogans, processes, and operating rights and all other similar items and all such items acquired by Seller or coming into existence on or before the Closing Date, including without limitation the Intellectual Property relating to the products listed on Schedule 1.01(f); (g) To the extent transferable, all approvals, authorizations, consents, licenses, permits, franchises, tariffs, orders, and other registrations of any federal, state, or local court or other governmental department, commission, board, bureau, agency, or instrumentality held by Seller and required or appropriate for the conduct of the business of Seller, including without limitation all such items granted or received on or before the Closing Date; and (h) All choses in action, causes of action, rights of recovery and setoff, warranty rights, and other similar rights of Seller relating to the Assets, including without limitation all such items arising or acquired on or before the Closing Date.program interfaces,

Purchased Assets. Subject The Company agrees to and hereby sells, conveys, transfers, assigns and delivers to ViaSource concurrently herewith on the terms and subject to the conditions set forth in this Agreement, Seller agrees to sell to Buyer all of its assets, properties, trade and Buyer agrees to purchase from Seller business names, goodwill and business of every kind and description, whether real, personal or mixed, tangible or intangible, wherever located (except those assets of the following assets Company which are specifically excluded as provided in Section 1.2 hereof) as exists as of the date hereof (collectively, the “"Purchased Assets”) on "). Without limiting the Closing Date free and clear generality of all liens and encumbrancesthe foregoing, the Purchased Assets shall include the following: (a) All all machinery, equipment, tools, furnituresupplies, leasehold improvements, furniture and fixtures listed of the Company and other tangible personal property used by, or located on attached Schedule 1.01(a)the premises of, together with any replacements or additions to the equipment made before Company (the Closing"Fixed Assets") ; (b) All all inventories of supplies, raw materials, parts, works in progressthe Company; (c) all receivables, and finished goods owned by Sellerwork in process, together with any replacements of whatsoever kind or additions nature of the Company; (d) all of the interests, rights and benefits accruing to the inventories Company under any licenses, service agreements, maintenance and support agreements, real estate leases, equipment leases, franchise contracts, sales orders, sales contracts, supply contracts, service agreements, insurance policies, purchase orders, purchase commitments and Material Contracts (as defined herein) made before by the Closing, including without limitation those items listed on Schedule 1.01(b) but excluding inventory disposed of Company in the ordinary course of Seller’s business; (c) Leasehold interests and leasehold improvements installed , all other agreements to which the Company is a party or by Seller on the premises located at 200 Xxx Xxxx, Xxxxx 000, XxXxxxxxxxx, XX 00000; (d) All of Seller’s rights under purchase orders, including those entered into which it is bound in the ordinary course of business before and all choses in action, causes of action and other rights of every kind of the ClosingCompany; (e) Seller’s goodwillall operating data and records of the Company, including all customer lists; (f) All patentsall cash and cash equivalents of the Company; provided, trademarkshowever, trade namesthat the cash shall be reduced by (i) an amount equal to $243,472 which represents the tax liability of the Shareholders for the fiscal year ended December 31, copyrights, service marks1999, and domain names of Seller, all registrations for them, all applications pending for them, and all other proprietary rights and intangible property of Seller, including trade secrets, inventions, technology, software, operating systems, customer lists, customer relationships, customer agreements, customer understandings, drawings, blueprints, know-how, formulae, slogans, processes, and operating rights and all other similar items and all such items acquired which shall be distributed to the Shareholders by Seller or coming into existence the Company on or before the Closing DateDate (as defined below), including without limitation and (ii) an amount, if any, to reflect the Intellectual Property relating increase in the Net Worth (as defined below) of the Company for the period beginning on January 1, 2000 and ending on the Closing Date as determined in accordance with Section 4.14 hereof (both such adjustments shall be deemed to be adjustments to the products listed on Schedule 1.01(fPurchase Price (as defined below)); (g) To all intangibles of the extent transferableCompany, including but not limited to all approvals, authorizations, consentspatents (and applications therefor), licenses, permitstrademarks (and applications therefor), franchisesservice marks, tariffstradenames (whether registered or unregistered), ordersdomain names (and any derivations thereof), copyrights (and applications therefor), proprietary computer software, proprietary inventions, proprietary technology, technical information, discoveries, designs, proprietary rights and non-public information, trade secrets, and other registrations of any federalknow-how, statein each case whether or not patentable (including, or local court or other governmental departmentwithout limitation, commissionthe rights and properties listed on Schedule 1.1(g) hereto) (collectively, board, bureau, agency, or instrumentality held by Seller and required or appropriate for the conduct of the business of Seller, including without limitation all such items granted or received on or before the Closing Date"Intellectual Property"); and (h) All choses in action, causes of action, rights of recovery and setoff, warranty rights, and other similar rights of Seller relating to the Assets, including without limitation all such items arising or acquired on or before the Closing Dateprepaid expenses.

Purchased Assets. Subject to Upon the terms and subject to the conditions set forth in this Agreementherein, and on the basis of the representations and warranties contained herein, at the Closing (as defined herein), Seller agrees shall sell, convey, transfer, assign and deliver to sell the Buyer, and the Buyer shall purchase, acquire and accept from the Seller, all of the right, title and interest in and to Buyer and Buyer agrees to purchase from Seller all of the following assets (related to the “Assets”) on the Closing Date free and clear of all liens and encumbrancesBusiness, as more particularly described in Exhibit A attached hereto: (a) All equipmentall patents, toolsregistered and unregistered trademarks, furnitureservice marks, logos, corporate and trade names, brands, domain names, social media accounts and handles, licenses, phone numbers, fax numbers, registered and common law copyrights, and fixtures listed on attached Schedule 1.01(a)all applications therefor, together with database rights and any replacements other rights in technology, and all inventions, discoveries, techniques, processes, methods, formulae, designs, trade secrets, confidential information, know-how, data and ideas, whether or additions not reduced to writing, used in the equipment made before the ClosingBusiness; (b) All inventories all claims, causes of suppliesaction, raw materials, parts, works choses in progress, action and finished goods owned by Seller, together with any replacements or additions rights of recovery and setoff relating to the inventories made before the Closing, including without limitation those items listed on Schedule 1.01(b) but excluding inventory disposed of in the ordinary course of Seller’s businessBusiness; (c) Leasehold interests and leasehold improvements installed by Seller on any agreements relating to the premises located at 200 Xxx Xxxx, Xxxxx 000, XxXxxxxxxxx, XX 00000Business; (d) All all books, records, files, computer hardware and software passwords, administrator rights and other keys, ledgers, drawings, specifications and manuals, machinery and equipment maintenance files, customer lists, customer purchasing histories, price lists, distribution lists, supplier lists, production data, quality control records and procedures, customer complaints and inquiry files, research and development files, records and data (including all correspondence with any governmental authority), sales material and records, strategic plans, advertising materials and marketing and promotional surveys, and all purchase order forms, labels, shipping materials, catalogs, and brochures, in each case relating to the conduct of Seller’s rights under purchase ordersthe Business or any of the assets, including those entered into and all confidential information which relates to the Business as of immediately prior to the Closing regardless of the form in the ordinary course of business before the Closingwhich such information appears; (e) Seller’s goodwill;all goodwill of the Business or associated with any of the Assets; and (f) All patents, trademarks, trade names, copyrights, service marks, and domain names all other assets of the Seller, all registrations for themtangible or intangible, all applications pending for them, and all other proprietary rights and intangible property of Seller, including trade secrets, inventions, technology, software, operating systems, customer lists, customer relationships, customer agreements, customer understandings, drawings, blueprints, know-how, formulae, slogans, processes, and operating rights and all other similar items and all such items acquired by Seller which are used or coming into existence on or before the Closing Date, including without limitation the Intellectual Property relating to the products listed on Schedule 1.01(f); (g) To the extent transferable, all approvals, authorizations, consents, licenses, permits, franchises, tariffs, orders, and other registrations of any federal, stateuseful in connection with, or local court or other governmental departmentrelate to, commissionthe Business. The assets, boardproperties and rights to be conveyed, bureausold, agencytransferred, or instrumentality held by Seller assigned and required or appropriate for delivered to Buyer pursuant to this Agreement are sometimes hereinafter collectively referred to as the conduct of the business of Seller, including without limitation all such items granted or received on or before the Closing Date; and (h) All choses in action, causes of action, rights of recovery and setoff, warranty rights, and other similar rights of Seller relating to the “Assets, including without limitation all such items arising or acquired on or before the Closing Date”.

Purchased Assets. Subject Buyer hereby purchases, and Seller hereby sells, conveys, assigns, transfers and delivers to the terms and conditions set forth in this AgreementBuyer, Seller agrees to sell to Buyer and Buyer agrees to purchase from Seller the following assets (the “Assets”) on the Closing Date free and clear of all liens indebtedness and encumbrances:Encumbrances (as defined below), all of the rights of Seller in and to the following (collectively, the "Purchased Assets"): (a) All equipment, tools, furnitureall rights in and to the website known as xxx.xxxxxxxx.xxx (the "Website"), and fixtures listed on attached Schedule 1.01(a), together with any replacements or additions to the equipment made before the Closingrelated websites and domain names; (b) All inventories of suppliesall software, raw materialssource code, partsobject code, works in progressstored data, computer equipment, communication equipment, peripherals and other accessories, telephone numbers, technical information, any other technology, and finished goods owned by Sellerall documentation related to any of the foregoing, together used in connection with any replacements or additions to the inventories made before Business, including, but not limited to, the Closing, including without limitation those items listed on Schedule 1.01(b) but excluding inventory disposed of in Exhibit A (the ordinary course of Seller’s business"Technology"); (c) Leasehold interests all patents, trademarks, service marks, logos, trade or brand names, fictitious business names, copyrights, any applications for any of the foregoing, any license rights with respect to any of the foregoing, and leasehold improvements installed by Seller all other intellectual property rights, which relate to or are otherwise used in connection with the Business, including, but not limited to, the items listed on Exhibit A (the premises located at 200 Xxx Xxxx, Xxxxx 000, XxXxxxxxxxx, XX 00000"Intellectual Property Rights"); (d) All of Seller’s rights under purchase ordersall trade secrets, including those entered into know-how (including, without limitation, proprietary know-how and use and application know-how) engineering and other drawings, secret processes and procedures, marketing, promotional and sales materials, business records, subscriber lists, supplier lists, sales and marketing data, marketing reports, mailing lists, and other materials and data, related to, or used in connection with the ordinary course of business before the ClosingBusiness; (e) Seller’s goodwillthe benefits under all agreements with vendors, customers and other third parties, used in connection with the Business; (f) All patentsall assignable claims, trademarksdeposits, trade namesprepayments, copyrightsproduct warranties, service marksproduct guarantees, and domain names of Seller, all registrations for them, all applications pending for them, and all other proprietary rights and intangible property of Seller, including trade secrets, inventions, technology, software, operating systems, customer lists, customer relationships, customer agreements, customer understandings, drawings, blueprints, know-how, formulae, slogans, processes, and operating rights and all other similar items and all such items acquired by Seller or coming into existence on or before the Closing Date, including without limitation the Intellectual Property relating to the products listed on Schedule 1.01(f); (g) To the extent transferable, all approvals, authorizations, consents, licenses, permits, franchises, tariffs, orders, and other registrations of any federal, state, or local court or other governmental department, commission, board, bureau, agency, or instrumentality held by Seller and required or appropriate for the conduct of the business of Seller, including without limitation all such items granted or received on or before the Closing Date; and (h) All choses in actionrefunds, causes of action, rights of recovery recovery, rights of set-off and setoffrights of recoupment, warranty rightsindemnification and similar rights against the manufacturers and suppliers of any of the Purchased Assets, or against any other party, of any kind or nature; (g) all transferable licenses required to conduct the Business; and (h) all goodwill related to the Business, and any other similar rights assets of Seller relating to any nature, tangible or intangible, used in connection with the Assets, including without limitation all such items arising or acquired on or before operation of the Closing DateBusiness.

Purchased Assets. Subject The Company agrees to and hereby sells, conveys, transfers, assigns and delivers to Buyer concurrently herewith on the terms and subject to the conditions set forth in this Agreement, Seller agrees to sell to Buyer all of its assets, properties, goodwill and Buyer agrees to purchase from Seller business of every kind and description, whether real, personal or mixed, tangible or intangible, wherever located as exists as of the following assets date hereof (collectively, the “"Purchased Assets”) on "). Without limiting the Closing Date free and clear generality of all liens and encumbrancesthe foregoing, the Purchased Assets shall include the following: (a) All equipment, tools, furniture, and fixtures listed on attached Schedule 1.01(a), together with any replacements or additions to all inventories of the equipment made before the ClosingCompany; (b) All inventories all work in process, of supplieswhatsoever kind or nature of the Company; (c) all of the interests, raw materials, parts, works in progress, rights and finished goods owned by Seller, together with any replacements or additions benefits accruing to the inventories Company under any licenses, service agreements, equipment leases franchise contracts, sales orders, sales contracts, supply contracts, service agreements, insurance policies, purchase orders, purchase commitments and Material Contracts (as defined herein) made before by the Closing, including without limitation those items listed on Schedule 1.01(b) but excluding inventory disposed of Company in the ordinary course of Seller’s business; (c) Leasehold interests and leasehold improvements installed , all other agreements to which the Company is a party or by Seller on the premises located at 200 Xxx Xxxx, Xxxxx 000, XxXxxxxxxxx, XX 00000; (d) All of Seller’s rights under purchase orders, including those entered into which it is bound in the ordinary course of business before the Closing; (e) Seller’s goodwill; (f) All patents, trademarks, trade names, copyrights, service marks, and domain names of Seller, all registrations for them, all applications pending for them, and all other proprietary rights and intangible property of Seller, including trade secrets, inventions, technology, software, operating systems, customer lists, customer relationships, customer agreements, customer understandings, drawings, blueprints, know-how, formulae, slogans, processes, and operating rights and all other similar items and all such items acquired by Seller or coming into existence on or before the Closing Date, including without limitation the Intellectual Property relating to the products listed on Schedule 1.01(f); (g) To the extent transferable, all approvals, authorizations, consents, licenses, permits, franchises, tariffs, orders, and other registrations of any federal, state, or local court or other governmental department, commission, board, bureau, agency, or instrumentality held by Seller and required or appropriate for the conduct of the business of Seller, including without limitation all such items granted or received on or before the Closing Date; and (h) All choses in action, causes of action, action and other rights of recovery every kind of the Company; (d) all operating data and setoffrecords of the Company, warranty rightsincluding all customer lists; (e) all cash and cash equivalents of the Company; (f) all intangibles of the Company, including, but not limited to, all source-codes, object-codes, manuals and other documentation and materials (whether or not in written form) and all versions thereof, together with all other intellectual property patents (and applications therefor), licenses, trademarks (and applications therefor), service marks, tradenames (whether registered or unregistered), domain names (and any derivations thereof), copyrights (and applications therefor), proprietary computer software, programming code (e.g., HTML) or scripts, proprietary inventions or proprietary technology assigned to the Company, technical information and data, discoveries, designs, proprietary rights and non-public information, trade secrets, business strategies and techniques, business proposals, client and prospective client information, and other similar rights of Seller relating to the Assetsknow-how, including in each case whether or not patentable (including, without limitation all such items arising or acquired licenses, rights, software and computer code necessary to operate the 2AlertMe web site in the manner currently operated and including, without limitation, the rights and properties listed on or before Schedule 1.1(f) hereto) (collectively, the Closing Date"Intellectual Property"); and (g) all prepaid expenses.

Purchased Assets. Subject The “Purchased Assets” are all of the assets, properties and rights as used in, relating to or arising from the terms and conditions set forth in this Agreement, Seller agrees to sell to Buyer and Buyer agrees to purchase from Seller conduct of the following assets Business other than the Excluded Assets (as defined below) including the “Assets”) on the Closing Date free and clear of all liens and encumbrancesfollowing: (a) All office furnishings, display racks, shelves, decorations, equipment, toolstelephone and telecopy numbers, furniture, fixtures and fixtures listed on attached Schedule 1.01(a), together with any replacements or additions to supplies used in the equipment made before the ClosingBusiness; (b) All inventories of suppliesleaseholds, raw materialsleasehold improvements, parts, works in progressfixtures, and finished goods owned by Seller, together with any replacements or additions to the inventories made before the Closing, including without limitation those items listed on Schedule 1.01(b) but excluding inventory disposed of other appurtenances in the ordinary course of Seller’s business;leased premises at 000 X. Xxxxxxxxxx Xxxxx, Xxxxx 000, Xxxxx Xxxxxxx, Xxxxxxx 00000 (the “Premises”). (c) Leasehold interests and leasehold improvements installed by Seller on the premises All inventory located at 200 Xxx Xxxxthe Premises or in transit to the Premises, Xxxxx 000, XxXxxxxxxxx, XX 00000;if any. (d) All customer files, all lists of Seller’s customers, suppliers and vendors, all rights and claims under customer contracts, orders, service agreements, purchase orders, including those entered into in the ordinary course of business before the Closingand other similar commitments, if any; (e) Seller’s goodwillAny and all documents and records relating to the Purchased Assets or the operations or products of the Business (including historical costing and pricing data), and employment and personnel records for any employees of the Business who are retained by the Purchaser; (f) All patentsRights under contracts, trademarkslicenses, trade names, copyrights, service marks, and domain names of Seller, all registrations for them, all applications pending for them, and all instruments or other proprietary rights and intangible property of Seller, including trade secrets, inventions, technology, software, operating systems, customer lists, customer relationships, customer agreements, customer understandings, drawings, blueprints, know-how, formulae, slogans, processes, and operating rights and all other similar items and all such items acquired by Seller or coming into existence on or before the Closing Date, including without limitation the Intellectual Property agreements relating to the products Business, if any, including, without limitation, those certain franchise agreements with all of the franchisees of Seller and listed on Schedule 1.01(f1.2 attached hereto and incorporated by reference herein (collectively, the “Franchise Agreements”) and that certain lease and any amendments for the Premises with Coneca Properties, Ltd. (the “Lease”); (g) To the extent transferableAll information systems, all approvalsprograms, authorizationssoftware, consentswebsites, licenses, permits, franchises, tariffs, orders, URLs domain names and other registrations of any federal, state, documentation thereof which are used or local court or other governmental department, commission, board, bureau, agency, or instrumentality held by Seller and required or appropriate for intended to be used in the conduct of the business of Seller, including without limitation all such items granted or received on or before the Closing Date; andBusiness; (h) All choses in actionpermits, causes licenses, franchises, product registrations, filings, authorizations, approvals, and indicia of actionauthority, rights if any, that are transferable to conduct the operations of recovery and setoffthe Business; (i) All other assets, warranty properties, rights, and other similar rights of Seller relating claims related to the Assets, including without limitation all such items arising operation of the Business which arise in or acquired on or before from the conduct thereof; (j) Accounts Receivable existing as of the Closing Date, including, but not limited to, amounts due and valid claims against students of the Business for goods or services delivered or rendered or goods to be delivered or rendered in the ordinary course of business; (k) Cash, cash equivalents and marketable securities; and (l) Contracts of insurance for employee group medical, dental and life insurance plans, if any.

Purchased Assets. Subject to the terms and conditions of this Agreement, and except as set forth in this AgreementSECTION 2.2 below, Seller each of the Sellers agrees to sell and will at Closing, sell, convey, transfer, assign and deliver to Buyer Buyer, and Buyer agrees to shall purchase from Seller the following Sellers, all of Sellers' right, title and interest in all business, properties and assets (of every kind and nature which are owned by the “Assets”) Sellers or in which the Sellers have any interest, whether tangible or intangible, wherever located, and whether in the possession of the Sellers or any other Person, as shall exist on the Closing Date (as defined below), which are used in connection with or otherwise relate to the Business other than the Excluded Assets (as defined below) (collectively, the "Purchased Assets") free and clear of all liens and encumbrancesany Liens. Without limiting the generality of the foregoing, the Purchased Assets shall include the following: (a) All equipmentall general intangibles (and the right to fully exploit them in all media worldwide) which are used in connection with or otherwise relate to the Business, toolsincluding, furniturewithout limitation, all works of original authorship, whether or not registered; all copyrights, whether or not registered, copyright applications, copyright registrations and like protections of works of authorship and derivative works thereof, whether published or unpublished; all trademarks, trademark applications, trademark registrations, servicemarks, servicemark applications, service xxxx registrations, trade styles, mask works, tradenames, inventions, whether or not patentable, patents and patent applications; all Internet domain names; and all trade secrets and rights, technology, know-how, designs, drawings (including digital drawings) and confidential information and all rights available for the protection of any of the foregoing (collectively, the "Intellectual Property"), including, without limitation, all software owned or licensed by the Sellers, content, "agent" technology, StreamMaker technology, "2torials" and other Intellectual Property set forth on SCHEDULE 2.1(a), and fixtures listed on attached Schedule 1.01(a)the right to xxx for past unresolved infringements, together with any replacements or additions subject to the equipment made before the Closingterms of this Agreement; (b) All inventories of suppliesall operating manuals, raw materialsinstallation manuals, partsblueprints, works designs, drawings, purchase orders, customer lists, supplier lists, computer programs, computer disks, computer tapes, data, literature and reports which are used in progress, and finished goods owned by Seller, together connection with any replacements or additions otherwise relate to the inventories made before the Closing, including without limitation those items listed on Schedule 1.01(b) but excluding inventory disposed of in the ordinary course of Seller’s businessBusiness; (c) Leasehold interests to the extent assignable, all permits, licenses, certificates of authority, franchises, accreditations, registrations, required government or official approval and leasehold improvements installed by Seller other authorizations (collectively, the "Permits") which are used in connection with or otherwise relate to the Business, including, without limitation, all those set forth on the premises located at 200 Xxx Xxxx, Xxxxx 000, XxXxxxxxxxx, XX 00000SCHEDULE 2.1(c); (d) All of Seller’s rights under purchase ordersall tangible personal property including, including without limitation, all machinery, equipment, supplies, furniture and fixtures which are used in connection with the Business, including, without limitation, all those entered into in the ordinary course of business before the Closingset forth on SCHEDULE 2.1(d); (e) Seller’s goodwillsubject to SECTION 2.3, all rights in, to or under any agreements, contracts, arrangements, obligations, promises or undertakings made or entered into by any of the Sellers or by which it or its properties or assets are bound, whether written or oral, express or implied, which are used in connection with or otherwise relate to the Business and are in effect on the Closing Date (collectively, the "Contracts"), including, without limitation, all those set forth on SCHEDULE 2.1(e). The Sellers shall be entitled to retain one copy of each of the Contracts for litigation purposes only; (f) All patents, trademarks, trade names, copyrights, service marks, and domain names of Seller, all registrations for them, all applications pending for them, and all other proprietary rights and intangible property of Seller, including trade secrets, inventions, technology, software, operating systems, customer lists, customer relationships, customer agreements, customer understandings, drawings, blueprints, know-how, formulae, slogans, processes, and operating rights and all other similar items and all such items acquired by Seller or coming into existence on or before the Closing Date, including without limitation the Intellectual Property relating to the products listed on Schedule 1.01(f); (g) To the extent transferable, all approvals, authorizations, consents, licenses, permits, franchises, tariffs, orders, and other registrations of any federal, state, or local court or other governmental department, commission, board, bureau, agency, or instrumentality held by Seller and required or appropriate for the conduct of the business of Seller, including without limitation all such items granted or received on or before the Closing Date; and (h) All choses in action, causes of action, claims and other rights of recovery every kind and setoffnature of the Sellers against any third party which relate to the Business (subject, warranty rightshowever, to the terms of SECTION 8.1), including, without limitation, all those set forth on SCHEDULE 2.1(f); (g) all operating data and records of the Sellers, including without limitation, all testing data and records, customer, client and supplier lists and records of past, present and prospective customers, clients and suppliers and other similar rights of Seller relating documents and records which are used in connection with or otherwise relate to the Business (original copies of which shall be provided in case of any such data and records which relate exclusively to the Business (one copy of each of which may be maintained by the Sellers for litigation purposes only) and copies of which shall be provided in the case of any such data and records which relate to the Business as well as businesses other than the Business which are conducted by the Sellers, which copies shall have been redacted to the extent they contain data and records which relate to any such other businesses); (h) all Purchased Receivables; and (i) any goodwill of the Business connected with the use of and symbolized by each trademark, tradename, service xxxx and trade dress and all other rights necessary for the continuation of the reality symbolized by any trademarks and copyrights included in the Purchased Assets, including without limitation all such items arising or acquired on or before the Closing Date.

Purchased Assets. Subject Except for the Excluded Assets, at the Closing, Sellers shall sell to the terms Buyer, and conditions set forth in this Agreement, Seller agrees to sell to the Buyer and Buyer agrees to shall purchase from Seller Sellers, all of the following tangible and intangible assets (of Sellers relating to and necessary for the “Assets”) on operation of the Business as of the Closing Date (collectively, the “Purchased Assets”), including, but not limited to, the following (to the extent relating to the Business), free and clear of all liens and encumbrancesLiens except Permitted Liens: (a) All equipmentall cash, tools, furniture, bank accounts and fixtures listed on attached Schedule 1.01(a), together with any replacements or additions to the equipment made before the Closingaccounts receivable of CassTel and XxxxXxx XX; (b) All inventories of suppliesall inventory, raw materials, parts, works in progress, customer premise equipment and finished goods owned by Seller, together with any replacements or additions supplies including but not limited to the inventories made before the Closing, including without limitation those items listed on Schedule 1.01(b) but excluding inventory disposed of in the ordinary course of Seller’s business1.1(b); (c) Leasehold interests to the extent assignable, any and leasehold improvements installed all permits, consents and licenses relating to the Business, including licenses issued by Seller on the premises located at 200 Xxx Xxxx, Xxxxx 000, XxXxxxxxxxx, XX 00000Federal Communications Commission (“FCC”) or the Missouri Public Service Commission (“MPSC”) or the Kansas Corporation Commission (“KCC”) which are necessary to engage in the Business; (d) All all furniture, fixtures, machinery, vehicles, plant, systems, optical fiber, computers, switches, twisted copper, pay phones, test equipment, structures, construction, telephone line facilities, tools, implements, conduits, stations, substations and equipment of Seller’s rights under purchase ordersany kind, character or nature including those entered into in but not limited to the ordinary course of business before the Closingitems listed on Schedule 1.1(d); (e) Seller’s goodwillthe Assumed Contracts as listed on Schedule 1.1(e); (f) All patentsall real estate interests, trademarksincluding without limitation all leases, trade nameslicenses, copyrightseasements, service marks, rights of ways and domain names of Seller, all registrations for them, all applications pending for themthe like, and all other proprietary rights and intangible real property with all privileges appurtenant thereto owned by Sellers, as listed on Schedule 2.13; (g) all of Sellerthe Sellers’ interests in all real property improvements; (h) all prepaid expenses, including trade secretsamounts paid in advance on account of rent, inventionsproperty taxes, technologyutility charges, fees and deposits; (i) originals (if available) or copies (at the option of Buyer) of (i) all books, records, manuals, files, customer lists and records, accounts and billing records, plans, blueprints, specifications, drawings, surveys, engineering reports, personnel and employee benefit plan records and operating data whether in electronic format or otherwise, and (ii) the Assumed Contracts related to the Business; (j) all rights of the Sellers in and to all databases, software, operating systemssoftware programs, customer listsobject codes, customer relationshipssource codes, customer agreementssystems documentation and user manuals used in connection with the Business as listed on Schedule 1.1(j); (k) all Intellectual Property Rights, customer understandingsincluding all rights to all of the corporate, drawingsdomain, blueprintstrade names and trademarks of CassTel and XxxxXxx XX and the brand names, know-howtrademarks and trade names of the Business as listed on Schedule 1.1(k); (l) all claims, formulaecauses of action and rights of recovery relating to the Business, slogans, processes, and operating rights and all other similar items and all such items acquired by Seller whether asserted or coming into existence commenced on or before the Closing Date other than accounts receivable owed by T-Mobile that arose prior to the Closing Date; (m) the right to receive and retain mail, including without limitation the Intellectual Property accounts receivable payments and other communications relating to the products listed on Schedule 1.01(f)Business, except as provided in Section 1.1(l) above; (gn) To the right to xxxx and receive payments for products shipped or delivered and services performed but unbilled or unpaid as of the Closing related to the Business; (o) to the extent transferable, all approvalstelephone numbers (e.g., authorizationstoll free numbers), consentsfacsimile numbers, licensesInternet addresses, permits, franchises, tariffs, orders, websites and other registrations of any federal, state, similar numbers or local court addresses assigned to or other governmental department, commission, board, bureau, agency, used by CassTel or instrumentality held by Seller and required XxxxXxx XX or appropriate for the conduct of the business of Seller, including without limitation all such items granted or received on or before the Closing Datetheir respective customers; and (hp) All choses in action, causes of action, all rights of recovery the Sellers with respect to each of its customers related to the Business; (q) all other business, property, assets and setoffrights or benefits of Sellers on the Closing Date not described above, warranty rights, and other similar rights of Seller relating to the AssetsBusiness including, including without limitation all such items arising or acquired on or before but not limited to, the Closing Date.Sellers’ interest in Missouri Network Alliance, L.L.C.;

Purchased Assets. Subject to the terms and conditions set forth in this Agreement, Seller agrees Sellers hereby agree to sell sell, transfer and convey to Buyer and Buyer agrees to purchase from Seller the following assets (the “Assets”) on the Closing Date Buyer, free and clear of all liens mortgages, liens, security interests and encumbrancesencumbrances of any kind, and Buyer hereby agrees to purchase from Sellers, all of the real and personal property, tangible and intangible, owned or leased, that is located at and used by Sellers in the operation of the Business (collectively, the "ASSETS"), being more particularly described as follows: (a) All equipment, machinery, tools, furniture, computers, cash registers and fixtures listed all other tangible personal property used by Sellers in the operation of the Business, set forth on attached Schedule SCHEDULE 1.01(a) and all rights associated therewith ("EQUIPMENT"), together with any replacements or additions to the equipment made before the Closing; (b) All inventories of suppliesXxxxxxx' right, raw materialstitle and interest under that certain Lease Agreement dated as of January 21, parts2004, works in progressby and between Xxxxxxx X. Xxxxxx, as Lessor, and finished goods owned by SellerXxxxxxx X. Xxxxxxx, together with any replacements or additions to as Lessee, and all amendments, renewals, modifications and assignments thereof (the inventories made before the Closing, including without limitation those items listed on Schedule 1.01(b) but excluding inventory disposed of in the ordinary course of Seller’s business"LEASE"); (c) Leasehold interests All of Sellers' right, title and leasehold interest in the building, and all fixtures thereto, and all related improvements installed by Seller on existing at 00000 Xxxxx Xxxxx Xxxx in Panama City, Florida (the premises located at 200 Xxx Xxxx, Xxxxx 000, XxXxxxxxxxx, XX 00000"PANAMA CITY BUILDING"); (d) All of Seller’s rights under purchase ordersThe real estate described on SCHEDULE 1.01(d) and all buildings, including those entered into in fixtures and improvements located thereon (the ordinary course of business before the Closing"REAL ESTATE"); (e) Seller’s goodwillAll of Sellers' rights, to the extent legally transferable, in all Permits which relate to the operation of the Business; (f) All patentsrecords, trademarkscomputer software, trade namesoperations manuals, copyrightsrepair and maintenance logs, service marks"Back Yard Burgers" franchise materials, employee manuals and domain names of Seller, all registrations for them, all applications pending for themwarranties located at the Business, and all other proprietary rights and intangible property documents used by Sellers in the operation of Seller, including trade secrets, inventions, technology, software, operating systems, customer lists, customer relationships, customer agreements, customer understandings, drawings, blueprints, know-how, formulae, slogans, processes, and operating rights and all other similar items and all such items acquired by Seller or coming into existence on or before the Closing Date, including without limitation the Intellectual Property relating to the products listed on Schedule 1.01(f)Business; (g) To All of Sellers' right, title and interest in and to any franchise agreements relating to the extent transferableBusiness, all approvalsincluding but not limited to those certain franchise agreements entered into between Buyer and CLR, authorizationsdated November 8, consents2002, licensesOctober 4, permits, franchises, tariffs, orders2004, and other registrations of February 7, 2005, and that certain franchise agreement entered into between Buyer and CLR, dated December 15, 2004, and any federalamendments, state, addenda or local court or other governmental department, commission, board, bureau, agency, or instrumentality held by Seller and required or appropriate for the conduct of the business of Seller, including without limitation all such items granted or received on or before the Closing Datealterations thereto; and (h) All choses of Sellers' right, title and interest in actionand to that certain Area Development Agreement entered into between Buyer and CLR, causes of actiondated November 8, rights of recovery and setoff, warranty rights, and other similar rights of Seller relating to the Assets, including without limitation all such items arising or acquired on or before the Closing Date2002.

Purchased Assets. Subject The “Purchased Assets” are all of the assets, properties, rights and claims acquired for, used in, held for use in, relating to or arising from the terms and conditions set forth in this Agreementconduct of the Business (other than the Excluded Assets), Seller agrees to sell to Buyer and Buyer agrees to purchase from Seller including the following assets (the “Assets”) on the Closing Date free and clear of all liens and encumbrancesfollowing: (a) All equipment, tools, furniture, all accounts and fixtures listed on attached Schedule 1.01(a), together with any replacements or additions to the equipment made before the Closingnotes receivable; (b) All all inventories of supplies, (including raw materials, work in process, samples, supplies, service parts, works in progress, and finished goods owned goods) located at any of Sellers’ facilities, in transit to or from any of Sellers’ facilities or held by Seller, together with any replacements of Sellers or additions to the inventories made before the Closing, including without limitation those items listed vendors on Schedule 1.01(b) but excluding inventory disposed of in the ordinary course of Seller’s businessconsignment; (c) Leasehold interests all tools, dies, jigs, molds, patterns, machinery and leasehold improvements installed by Seller on equipment, whether owned or leased, whether in the premises located at 200 Xxx Xxxx, Xxxxx 000, XxXxxxxxxxx, XX 00000possession of any of Sellers or vendors; (d) All all prepaid expenses, refunds (excluding any refund in respect of Seller’s rights under purchase ordersTaxes), including those entered into in the ordinary course of business before the Closingrebates, deferred charges, advances, deposits and similar amounts; (e) Seller’s goodwillall office furnishings, display racks, shelves, decorations, equipment, telephone and telecopy numbers, fixtures and supplies; (f) All Sellers’ interests in all Real Estate; (g) all Technical Information and all technical, processing, manufacturing or marketing information, including new developments, inventions, know-how, processes, ideas and trade secrets and documentation thereof (including related papers, blueprints, drawings, chemical compositions, formulae, diaries, notebooks, specifications, designs, methods of manufacture and data processing software) and all claims and rights related thereto; (h) all safe deposit boxes and the contents thereof; (i) all performance and other bonds, to the extent assignable, security and other deposits, and advances; (j) all Intellectual Property and all patents, trademarks, trade names, copyrightstrade styles, logos and service marksmarks and all applications and registrations therefor and all of the goodwill of the Business appurtenant thereto and licenses thereof and the use of the “Microbrush” name; (k) all copyrights and author’s rights, whether published or unpublished, including rights to prepare, reproduce and domain names of Sellerdistribute copies, compilations and derivative works; (l) all customer files, all registrations for themlists of customers, suppliers and vendors, all applications pending for them, and all other proprietary rights and intangible property of Seller, including trade secrets, inventions, technology, software, operating systemsclaims under sales contracts, customer listsorders, customer relationshipspurchase orders, customer agreements, customer understandings, drawings, blueprints, know-how, formulae, slogans, processes, dealer and operating rights distributorship agreements and all other similar items commitments; (m) all rights in, to and under the Assumed Contracts; (n) all such items acquired by Seller or coming into existence on or before the Closing Date, including without limitation the Intellectual Property documents and records relating to the Purchased Assets, or the operations or products listed on Schedule 1.01(fof the Business (including historical costing and pricing data), and employment and personnel records for all Designated Employees; (go) To the extent transferableall accounting books, all approvalsrecords, authorizationsledgers and electronic data processing materials; (p) rights under Contracts, consents, licenses, permits, franchises, tariffs, orders, instruments and other registrations agreements; (q) rights under agreements with employees concerning confidentiality and the assignment of inventions, but excluding any federalobligations pursuant thereto; (r) all information systems, stateprograms, software and documentation thereof (including all electronic data processing systems, program specifications, source codes, logs, input data and report layouts and formats, record file layouts, diagrams, functional specifications and narrative descriptions, flow charts and other related material) which are used or local court or other governmental department, commission, board, bureau, agency, or instrumentality held by Seller and required or appropriate for intended to be used in the conduct of the business Business; (s) to the extent assignable, all permits, licenses, product registrations, filings, authorizations, approvals and indicia of Sellerauthority (and pending applications for any thereof) (i) to conduct the operations of the Business and to own, including manufacture, construct, operate and maintain any product, fixture, facility, equipment, vehicle, machinery or installation of the Business or (ii) to store, transport, dispose of, market or sell any goods or any substance (including, without limitation limitation, materials classified as “hazardous materials” or “hazardous substances” or “hazardous waste”) used, handled, produced, disposed of, marketed or sold in the operation of the Business, as issued by any governmental agency or instrumentality; (t) e-mail addresses, internet user names, addresses and sites; (u) all research grants and any and all amounts receivable under such items granted or received on or before the Closing Dategrants; and (hv) All choses all records in actionrelation to the Business in whatever medium held (including all sale, causes purchase and manufacturing records (including costings produced by suppliers), copy invoices, copies of actionorders, agreements, contracts, specifications, quotations, standard terms and conditions of Sellers and of suppliers and customers of Sellers, copies of correspondence, accounting and financial records and any other records relating wholly or mainly to or required for the ordinary running of the Business and all VAT records of Irish Seller; and (w) all other assets, properties, rights of recovery and setoff, warranty rights, and other similar rights of Seller relating claims related to the Assetsoperations of the Business or which arise in or from the conduct thereof; provided, including without limitation all such however, that the definition of Purchased Assets shall not include any items arising or acquired on or before the Closing Datedefined as Excluded Assets in Section 2.3 below.

Purchased Assets. Subject to The “Purchased Assets” are all of the terms right, title and conditions set forth in this Agreementinterest, Seller agrees to sell to Buyer and Buyer agrees to purchase from Seller as the following assets (the “Assets”) same may exist on the Closing Date free Date, that the Seller possesses and clear of all liens has the right to transfer in and encumbrancesto the following: (a) All equipmentintellectual and proprietary property of the Seller which is owned, toolsused or held for use (other than the Excluded Assets), furnitureby the Seller as it exists in any jurisdiction (the “Intellectual Property”), including, without limitation, the following: (i) United States and foreign patents, patent applications and other patent rights (including, without limitation, any divisions, continuations, continuations-in-part, renewals, substitutions or reissues thereof, whether or not patents are issued on any such applications and whether or not any such applications are amended, modified, withdrawn or re-filled), and fixtures listed improvements thereto, including the patents and patent applications set forth on attached Schedule 1.01(a2.2(a)(i); (ii) United States, state and foreign trademarks, service marks, trade dress, trade names, brand names, Internet domain names, websites or web pages, designs, logos, and corporate names (including, in each case, the goodwill associated therewith), together with whether registered or unregistered, and all registrations and applications or registration thereof, including the trademarks and trademark registrations set forth on Schedule 2.2(a)(ii); (iii) United States and foreign copyrights, whether registered or unregistered, including all renewals and extensions thereof, copyright registrations and applications for registration thereof, including the copyrights and copyright registrations set forth on Schedule 2.2(a)(iii); (iv) computer software programs and software systems, including, without limitation, all databases, compilations, tool sets, compilers, related source codes, object code, and any replacements other code in human readable form, and all documentation related thereto; (v) trade secrets, including, without limitation, all confidential designs, research and development information, technical information, specifications, operating and maintenance manuals, methods, technology, engineering data and drawings, ideas, concepts, know-how, processes, proprietary data, formulae, algorithms, customer lists, mailing lists, business plans, mask words, inventions and discoveries, industrial designs and other proprietary information, whether or additions not patentable or subject to copyright, mask work, or other similar protection; (vi) all licenses, sublicenses, and other agreements or permissions related to the equipment made before property described in Clause (i) through Clause (v); (vii) The rights to xxx for, and remedies against, past, present, and future misappropriations and infringements thereof, and the Closingrights of priority and protection of interests therein under applicable laws and all documentation that embodies or relates to the property described in Clause (i) through Clause (v); (b) All inventories of supplies, raw materials, parts, works in progress, and finished goods owned by Seller, together with any replacements or additions to the inventories made before the Closing, including without limitation those items listed Contracts specifically set forth on Schedule 1.01(b) but excluding inventory disposed of in the ordinary course of Seller’s business;2.2(b); and (c) Leasehold interests and leasehold improvements installed by Seller on the premises located at 200 Xxx Xxxx, Xxxxx 000, XxXxxxxxxxx, XX 00000; (d) All of Seller’s rights under purchase orders, including those entered into in the ordinary course of business before the Closing; (e) Seller’s goodwill; (f) All patents, trademarks, trade names, copyrights, service marks, and domain names other assets of Seller, all registrations for themtangible or intangible, all applications pending for them, and all other proprietary rights and intangible property of Seller, including trade secrets, inventions, technology, software, operating systems, customer lists, customer relationships, customer agreements, customer understandings, drawings, blueprints, know-how, formulae, slogans, processes, and operating rights and all other similar items and all such items acquired by Seller or coming into existence on or before the Closing Date, including without limitation the Intellectual Property relating to the products listed except as specifically set forth on Schedule 1.01(f); (g) To the extent transferable, all approvals, authorizations, consents, licenses, permits, franchises, tariffs, orders, and other registrations of any federal, state, or local court or other governmental department, commission, board, bureau, agency, or instrumentality held by Seller and required or appropriate for the conduct of the business of Seller, including without limitation all such items granted or received on or before the Closing Date; and (h) All choses in action, causes of action, rights of recovery and setoff, warranty rights, and other similar rights of Seller relating to the Assets, including without limitation all such items arising or acquired on or before the Closing Date2.3.

Purchased Assets. Subject to On the terms and subject to the conditions set forth in of this Agreement, Seller agrees on the Closing Date (as defined in Section 2.01 hereof), the Company shall sell, convey, transfer and deliver to sell the Buyer, and the Buyer shall purchase, acquire and accept as of the Closing Date, all of the right, title and interest of the Company in and to Buyer the Business and Buyer agrees all of the assets, properties and rights of the Company of every kind and description wherever located, tangible and intangible, related to purchase from Seller the following assets Business (collectively, the “Assets”) on ), other than the Closing Date Excluded Assets, free and clear of all liens and encumbrancesEncumbrances other than the Assumed Liabilities. The Assets shall include, but not be limited to: (a) All equipmentrights under any customer contracts, toolspurchase orders and Contracts relating to the Business (collectively, furniturethe “Business Contracts”), and fixtures listed on attached including, but not limited to, those that are identified in Schedule 1.01(a), together with including, without limitation, the right to all of the revenue therefrom related to any replacements or additions to the equipment made Products sold before the ClosingClosing Date; (b) All inventories of supplies, raw materials, parts, works in progressgoodwill associated with the Business, and finished goods all copyrights, patents, trade names, trademarks, service marks, logos, domain names, whether registered or unregistered, applications for the foregoing, including, but not limited to, those as more fully identified in Schedule 1.01(b), and other trade secrets, processes, formulae, inventions, research and development work, technical information, production data, blueprints and specifications, licenses, permits, governmental approvals, authorizations and operation contracts, license agreements, know-how and similar property, customer lists, lists of suppliers, cost sheets, bills of material and any other intellectual property and intangible assets that are owned by Seller, together with any replacements the Company or additions to which the inventories made before the Closing, including without limitation those items listed on Schedule 1.01(b) but excluding inventory disposed of Company possesses rights that are used in the ordinary course of Seller’s businessBusiness including all Intellectual Property; (c) Leasehold interests All books, files, operating data and leasehold improvements installed by Seller on records of the premises located at 200 Xxx XxxxCompany relating to the Business (the “Books and Records”), Xxxxx 000excluding accounting and tax books and records, XxXxxxxxxxxincluding, XX 00000but not limited to, federal, state and local tax filings and records, general ledgers, general journals, books of original entry, and further excluding corporate administrative books and records, including minute books and stock certificate books; (d) All telephone lines, telephone numbers and telephone listings used by the Company in the Business, including, but not limited to, those more fully identified on Schedule 1.01(d) (the “Telephone Lines”); (e) The Company’s Inventory as more fully identified on Schedule 1.01(e) hereto, which Schedule shall be updated as of Seller’s rights under purchase orders, including those entered into the Closing Date to reflect changes in the ordinary course of business before the Closing; (e) Seller’s goodwillbusiness; (f) All patentsThe benefit of all confidentiality, trademarksnon-competition, trade namesnon-solicitation, copyrights, service marks, non-disclosure and domain names of Sellersimilar protective agreements or instruments, all registrations for them, all applications pending for themmanufacturers’ warranties on tangible personal property, and all other proprietary rights and intangible property of Seller, including trade secrets, inventions, technology, software, operating systems, customer lists, customer relationships, customer agreements, customer understandings, drawings, blueprints, know-how, formulae, slogans, processes, and operating rights and all other similar items and all such items acquired by Seller or coming into existence on or before the Closing Date, including without limitation the Intellectual Property agreements relating to the products listed Business which inure to the Company’s benefit, including, but not limited to, those more fully identified on Schedule 1.01(f) (the “Business Documents”); (g) To All known and unknown, liquidated or unliquidated, contingent or fixed rights, chooses in action or causes of action of every nature and kind which the extent transferableCompany has or may have against any third party relating to the Assets, all approvalsincluding, authorizationsbut not limited to, consents, licenses, permits, franchises, tariffs, orders, and other registrations of any federal, state, or local court or other governmental department, commission, board, bureau, agency, or instrumentality held by Seller and required or appropriate for those more fully identified in Schedule 1.01(g) (the conduct of the business of Seller, including without limitation all such items granted or received on or before the Closing Date; and“Other Rights”); (h) All choses in actionaccounts receivable of the Company, causes including, but not limited to, those more fully identified on Schedule 1.01(h) hereto, which Schedule shall be updated as of actionthe Closing Date to reflect changes from the Agreement Date through the Closing Date (the “Accounts Receivable”); (i) To the extent transferable by the Company to Buyer, all Permits set forth on Schedule 1.01(i); (j) All goodwill of the Business and other general intangibles exclusively or primarily related to the Assets; (k) All Actions, credits, rights of recovery and setoff, warranty rightssetoff of any kind, and all rights under and pursuant to all indemnities, warranties, representations and guarantees made by suppliers, manufacturers, contractors or other similar rights of Seller third parties arising before, on or after the Closing Date and relating exclusively or primarily to the Assets, including without limitation all such items Assets or any Assumed Liabilities; (l) All insurance proceeds arising or acquired on or before in connection with damage to the Assets occurring from the date hereof to the Closing Date; (m) The rights under all leases of personal property and real property to which Seller is a party and which relate exclusively or primarily to the Business, including those listed on Schedule 1.01(l); and (n) All goods and services and all other economic benefits to be received subsequent to the Closing Date which arise out of prepayments and payments by Seller prior to the Closing Date and relating exclusively or primarily to the Business.